Louis Ferraro
SYNCHRONOSS TECHNOLOGIESAbout Louis Ferraro
Louis W. Ferraro Jr. (age 68) is Executive Vice President and Chief Financial Officer of Synchronoss Technologies (SNCR). He joined SNCR in 2018, served as Acting CFO in 2021 and again from August–November 2022, and has been CFO since November 2022. He previously held roles as EVP of Financial Operations and Chief Human Resources Officer (Nov 2021–Aug 2022). Ferraro holds a BS from Montclair State University and is a licensed CPA in New Jersey . In 2024, corporate performance metrics used in pay plans included revenue ($173.6M), adjusted EBITDA (~$50.4M), and TSR (92nd percentile), underpinning above-target long-term incentive payouts and an 86.4% payout of his annual cash bonus, consistent with SNCR’s emphasis that ~58% of NEO compensation is long-term performance-tied .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchronoss Technologies | CFO | Nov 2022–Present | Oversees global financial operations; led controls and reporting improvements |
| Synchronoss Technologies | Acting CFO | Aug 2022–Nov 2022 | Transitioned into permanent CFO; continuity of finance leadership |
| Synchronoss Technologies | EVP, Financial Operations & CHRO | Nov 2021–Aug 2022 | Built HR/finance infrastructure; supported operational enhancements |
| Synchronoss Technologies | Acting CFO | 2021 | Interim finance leadership during transition |
| Synchronoss Technologies | Senior leadership (joined company) | 2018–Present | Multiple senior roles since joining in 2018 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrandYourself.com, Inc. | COO/CFO | 2014–2016 | Led finance/ops during high-growth period |
| AWI/iMobile | CFO | 2010–2014 | Finance leadership; operated Magicpins business |
| Magicpins.com (AWI/iMobile unit) | CEO | 2010–2014 | Business unit leadership |
| Vitaltrax.com | CFO | 2008–2019 | Long-tenured CFO role |
| IDT | SVP | 2004–2008 | Founded TuYo Mobile (wireless MVNO) |
| AT&T Mobility | Various finance/ops roles | 1991–2004 | Senior finance/operations experience |
Fixed Compensation
Multi-year compensation (Summary Compensation Table – amounts reflect grant-date fair values per ASC 718; “Bonus ($)” in 2024 reflects one-time special cash bonus):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 345,833 | 378,750 | 390,000 |
| Bonus ($) | — | — | 35,000 |
| Stock Awards ($) | 439,582 | 217,166 | 960,000 |
| Option Awards ($) | 146,527 | -0- | -0- |
| Non-Equity Incentive Comp ($) | 142,917 | 163,164 | 235,872 |
| All Other Comp ($) | 7,000 | 7,000 | 7,000 |
| Total ($) | 1,081,860 | 766,080 | 1,627,872 |
2024 annual incentive design and outcome:
| Item | Value |
|---|---|
| Base Salary | $390,000 |
| Target Bonus % | 70% of base salary |
| Target Bonus ($) | $273,000 |
| Percentage of Target Awarded | 86.4% |
| Actual Bonus Paid ($) | $235,872 |
| One-time Special Bonus ($) | $35,000 (divestiture-related; approved Apr 8, 2024; paid Jul 31, 2024) |
Performance Compensation
2024 Annual Cash Incentive – corporate metrics:
| Metric | Weighting | Threshold | Target | Max | Actual | Payout (component) |
|---|---|---|---|---|---|---|
| Revenue | 40% | $164.4M | $175.0M | $190.0M | $173.6M | 37.4% |
| Net Cash Flow | 40% | $8.0M | $14.0M | $24.0M | $9.4M | 24.7% |
| Adjusted EBITDA | 20% | $37.0M | $47.0M | $57.0M | $50.4M | 24.4% |
2024–2026 Performance-Based Restricted Cash Units (PBRCUs):
| Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | 2024 Achievement | 2024 Payout |
|---|---|---|---|---|---|---|
| Revenue | 33.3% | $164.4M | $175.0M | $190.0M | $173.6M (93.4%) | 31.1% |
| Adjusted EBITDA | 33.3% | $37.0M | $47.0M | $57.0M | $49.9M (129%) | 43.0% |
| TSR (percentile) | 33.3% | 35th | 50th | 75th | 92nd | 66.7% |
| Executive | 2024 Target Units | Attainment % | Units Earned | Vesting |
|---|---|---|---|---|
| Louis Ferraro | 26,000 | 140.8% | 36,608 | On or about Feb 2027, continuous employment required |
2023–2025 Performance-Based Cash (long-term cash):
| Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | 2023 Achievement | 2023 Payout |
|---|---|---|---|---|---|---|
| Revenue | 25% | $226.0M | $238.0M | $267.0M | $220.0M | 0% |
| Adjusted EBITDA | 25% | $44.0M | $53.0M | $63.0M | $44.5M | 13.6% |
| TSR (percentile) | 50% | 35th | 50th | 75th | 27.5th; Committee exercised discretion to pay threshold due to reverse split timing | 25% |
| Executive | 2023 Target Cash | Attainment % | Cash Earned | Vesting |
|---|---|---|---|---|
| Louis Ferraro | $178,700 | 38.6% | $68,978 | On or about Feb 2026 |
2024 outcomes under 2023–2025 plans:
| Executive | 2024 Target Cash | Attainment % | Cash Earned |
|---|---|---|---|
| Louis Ferraro | $178,700 | 155.6% | $278,057 |
2022–2024 Performance-Based Restricted Cash Units:
| Year | Target Units (Ferraro) | Attainment % | Units Earned | Vesting |
|---|---|---|---|---|
| 2022 | 8,546 | 29% | 2,479 | Vested Feb 2025 |
| 2023 | 8,546 | 38.6% | 3,299 | Vested Feb 2025 |
| 2024 | 8,545 | 155.6% | 13,296 | Vested Feb 2025 |
Equity Ownership & Alignment
Beneficial ownership as of April 14, 2025:
| Holder | Shares | % of Outstanding |
|---|---|---|
| Louis Ferraro Jr. | 157,350 | 1.4% |
Outstanding equity awards (Ferraro) as of Dec 31, 2024:
| Type | Quantity | Strike/Value | Expiration/Vesting |
|---|---|---|---|
| Stock Options (exercisable) | 921 | $61.92 | 6/6/2026 |
| Stock Options (exercisable) | 2,302 | $48.87 | 2/20/2027 |
| Stock Options (exercisable) | 2,778 | $33.66 | 9/11/2027 |
| Stock Options (exercisable) | 3,304 | $26.46 | 6/14/2028 |
| Stock Options (exercisable) | 2,223 | $26.19 | 8/5/2028 |
| Stock Options (unexercisable) | 2,421 | $10.71 | 7/8/2029 |
| Stock Options (exercisable) | 1,852 | $14.85 | 8/9/2029 |
| Stock Options (unexercisable) | 926 | $14.85 | 8/9/2029 |
| Stock Options (exercisable) | 926 | $9.90 | 11/2/2029 |
| Stock Options (unexercisable) | 926 | $9.90 | 11/2/2029 |
| Unvested Restricted Stock | 2,421 | $23,241 market value | Time-based |
| Unvested Restricted Stock | 926 | $8,890 | Time-based |
| Unvested Restricted Stock | 926 | $8,890 | Time-based |
| Unvested Restricted Stock | 8,511 | $81,706 | Time-based |
| Unvested Restricted Stock | 42,000 | $403,200 | Vests 1/3 annually from 4/9/2024 |
| Unearned PBRCUs | 14,322 | $137,491 payout value | 2023–2025 plan |
| Unearned PBRCUs | 10,154 | $97,478 | 2023–2025 plan |
| Unearned PBRCUs | 78,000 | $748,800 | 2024–2026 plan |
Vesting schedules and 2024 realizations:
- 2022 restricted stock awards vest in equal thirds across specified dates (July 8, 2023; April 26, 2024; April 26, 2025; and similar schedules for Aug 9 and Nov 2 grants), fully vesting by 2025 .
- Ferraro exercised 5,768 options in 2024 (value realized $17,426.25) and had 11,340 restricted shares vest (value realized $98,424) .
- As of 12/31/2024, the option acceleration value was $0 for Ferraro, implying options were not in-the-money at year-end (SNCR closing price $9.60 used in calculation) .
Employment Terms
Tier One Employment Plan (Ferraro):
- Involuntary termination (no change-in-control): Lump sum equal to 1.5x base salary + 1.5x average bonus over prior two years; plus 12 months of health benefit cost continuation; no equity acceleration unless otherwise specified .
- Involuntary termination within 120 days prior or 24 months post change-in-control: Lump sum equal to 2x base salary + 2x average bonus; plus 18 months of health benefit cost continuation; time-based equity accelerates; performance awards tied to post-CIC performance generally do not accelerate .
Estimated payments for Ferraro (assuming event on 12/31/2024):
| Scenario | Severance ($) | Option Accel ($) | RS Accel ($) | Benefit Continuation ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary/For Cause | 0 | 0 | 0 | 0 | 0 |
| Involuntary (No CIC) | 858,794 | 0 | 0 | 26,460 (12 months) | 885,254 |
| Death/Disability | 273,000 | 0 | 525,926 | 52,920 (24 months) | 851,846 |
| Involuntary (Within 120 days before/24 months after CIC) | 1,145,058 | 0 | 525,926 | 39,690 (18 months) | 1,710,674 |
Clawback and governance:
- SNCR adopted a general compensation recovery (clawback) policy on November 30, 2023, covering annual and long-term incentive plans consistent with Exchange Act Rule 10D-1 .
- Section 16(a) late Form 4 filings occurred on Feb 20, 2024 and Apr 9, 2024 due to administrative error; otherwise Section 16 compliance was affirmed .
- No related-party transactions >$120,000 were disclosed for 2024 .
Investment Implications
- Pay-for-performance alignment: Ferraro’s 2024 pay emphasizes performance levered instruments—restricted stock (42,000 shares) and PBRCUs (78,000 target units)—with outcomes driven by revenue, adjusted EBITDA, and TSR; 2024 attainment (TSR 92nd percentile; EBITDA above target) yielded 140.8% of 2024 PBRCUs and an 86.4% cash bonus payout .
- Retention risk: Significant unvested time-based equity (42,000 RS shares vesting through 2027) and long-term PBRCUs that vest in 2026 and 2027 (e.g., 36,608 units earned for 2024 under 2024–2026 plan) create meaningful “stay” incentives; Tier One severance provides further cushion in transitions .
- Insider selling pressure: As of 12/31/2024, Ferraro’s options were not in-the-money (zero acceleration value), reducing near-term exercise-driven selling risk; 2024 option exercises (5,768 shares) were modest relative to beneficial ownership (157,350 shares) .
- Governance signals: A 2024 one-time special bonus ($35,000) for divestiture and discretionary TSR payout at threshold in 2023 indicate Compensation Committee willingness to recognize situational performance despite rigid targets—worth monitoring for ongoing pay discipline and shareholder alignment .